Adam's IMPORTANT IRISH ART 8th December 2021

168 Seller’s Warranty and Indemnity 25. The seller warrants to the Auctioneer and to the buyer that he is the true owner of the Lot or is legally authorised to sell the Lot on behalf of the true owner and can transfer good and marketable title to the Lot free from any third party claims. As regards Lots not held by the Auctioneer on its premises or under its control the seller warrants and undertakes to the Auctioneer and the buyer that the Lot will be available and in a deliverable state on demand by the Auctioneer or buyer. The seller shall indemnify the Auctioneer and the buyer or any of their respective em- ployees, servants or agents against any loss or damage suffered by any of them in consequence of any breach of the above warranties or under- takings by the seller. Commission 26. The Seller shall pay the Auctioneer commission at the rate of 10% on the Hammer Price of all Lots sold on behalf of the seller at Irish Art Sales and 17.5% on all other sales together with VAT thereon at the applica- ble rate. Minimum charges are detailed below. The seller authorises the Auctioneer to deduct from the Hammer Price, paid by the buyer, the Auc- tioneer’s Commission under this condition; VAT payable at the applicable rates and any other amounts due by the seller to the Auctioneer in what- ever capacity howsoever arising. The seller agrees that the Auctioneer may also receive commission from the buyer pursuant to condition 22. Minimum Charges: Each individual lot is subject to a minimum fee of €25.00 plus VAT. Reserves 27. Subject to the Auctioneer’s discretion, the seller shall be entitled prior to the auction to place a reserve on any Lot. All reserves must be agreed in advance by the Auctioneer and entered on the Sale Agreement Form or subsequently be confirmed in writing to the Auctioneer prior to auction. This also applies to changes in reserves. A reserve may not be placed upon any Lot under €500 in value. The reserve shall be the minimum Hammer Price at which the Lot may be sold by the Auctioneer. A reserve once in place may only be changed with the consent of the Auctioneer. A commission shall be charged on the ‘knock-down’ bid for Lots which fail to reach the reserve price. Such commission shall be 5% of the ‘knock- down’ bid (Buying In Fee). This commission and any VAT payable thereon must be paid before removal of the Lot after the auction. The minimum commission hereunder shall be €25 per lot. The Auctioneer may in its sole discretion sell a Lot at a Hammer Price below the reserve but in such case the Proceeds of Sale to which the seller shall be entitled shall be the same as they would have been had the sale been at the reserve.Unless a reserve has been placed on a Lot in accordance with the provisions set out above such Lot shall be put up for sale without reserve. In the event that any reserve price is not reached at auction then for so long as the Lot remains with the Auctioneer and to the extent that the Lot has not been re-entered in another auction pursuant to condition 36 the seller authorises the Auctioneer to sell the Lot by private treaty at not less than the reserve price. The Auctioneer shall ensure that in such a case those conditions herein which concern mainly the buyer shall, with any neces- sary modifications, apply to such sale. Reserve Instructions Fixed - sell at a pre-determined value, no higher than the low estimate Discretion - sell up to 10% below the low estimate Wide Discretion - sell up to 30% below the low estimate No Reserve - sell to the highest bidder Sell - sell to the highest bidder at any amount irrespective of the Lot value Loss Warranty 28. Unless otherwise instructed by the seller, all Lots deposited with the Auctioneer or put under its control for sale shall automatically be insured by the Auctioneer under the Auctioneer’s own fine arts policy for the me- dian estimate, as determined solely at the Auctioneer’s discretion.The seller shall pay the Auctioneer a contribution towards such insurance at the rate of 1.5% of the Hammer Price plus VAT. If the seller instructs the Auctioneer not to insure a Lot then the Lot shall at all times remain at the risk of the seller who undertakes to indemnify the Auctioneer and hold the Auctioneer harmless against any and all claims made or proceedings brought against the Auctioneer of whatever nature and howsoever and wheresoever occurring for loss or damage to the Lot. The sum for which a Lot is covered for insurance under this condition shall not constitute and shall not be relied upon by the seller as a representation, warranty or guarantee as to the value of the Lot or that the Lot will, if sold by the Auctioneer, be sold for such amount. Such insurance shall subsist until such time as the Lot is paid for and collected by the buyer or, in the case of Lots sold which are not paid for or collected by the buyer by the due date hereunder for payment or collection such due date or, in the case of Lots which are not sold, on the expiry of 7 days from the date on which the Auctioneer has notified the seller to collect the Lots. Professional Indemnity Insurance 29. The Auctioneer holds PI Insurance with: Insurer’s Name: Hiscox Insurance PLC Address:​The Hiscox Building, Peasholme Green, York, YO1 7PR, UK. Duration of Agreement 30. Duration of this agreement shall commence from the the date of con- signment, as recorded on the sale agreement/receipt, and shall continue in force until the property is either sold or collected (The Contract Period). If terminated before the end of the contract period, 30 days notice shall be given. Termination of Agreement 31. The Agreement can be terminated at the complete discretion of the Auctioneer at any time, subject to the 30 days notice, as outlined in con- dition 30. A vendor is able to end an agreement at any point up to the sale of the Lot but will be held subject to charges for withdrawn Lots, as outlined in Article 35. Recision of Sale 32. If before the Auctioneer has paid the Proceeds of Sale to the seller the buyer proves to the satisfaction of the Auctioneer that the Lot is a Forgery and the requirements of condition 19 are satisfied the Auctioneer shall rescind the sale and refund to the buyer any amount paid to the Auctioneer by the buyer in respect of the Lot. Payment of Proceeds of Sale 33. It is a condition of sale that payment to the seller cannot be made unless the buyer has paid, and their funds cleared through our bank. The Auctioneer shall remit the Proceeds of Sale to the seller not later than 30 days after the date of the auction, provided however that, if by that date, the Auctioneer has not received the Total Amount Due from the buyer then the Auctioneer shall remit the Proceeds of Sale within 7 working days after the date on which the Total Amount Due is received from the buyer. If credit terms have been agreed between the Auctioneer and the buyer the Auctioneer shall remit to the seller the Proceeds of Sale not later than 30 days after the date of the auction unless otherwise agreed by the seller. If before the Total Amount Due is paid by the buyer the Auctioneer pays the seller an amount equal to the Proceeds of Sale then title to the Lot shall pass to the Auctioneer. If the buyer fails to pay the Auctioneer the Total Amount Due within 14 days after the date of the auc- tion, the Auctioneer shall endeavour to notify the seller and take opinion of the Auctioneer feasible, shall endeavour to assist the seller to recover the Total Amount Due from the buyer provided that nothing herein shall oblige the Auctioneer to issue proceedings against the buyer in the Auc- tioneer’s own name. If circumstances do not permit the Auctioneer to take instructions from the seller or, if after notifying the seller, it does not receive instructions within 7 days, the Auctioneer reserves the right, and is hereby authorised by the seller at the seller’s expense, to agree special terms for payments of the Total Amount Due, to remove, store and insure the lot sold, to settle claims made by or against the buyer on such terms as the Auctioneers shall in its absolute discretion think fit, to take such steps are necessary to collect monies due by the buyer. Payment of Proceeds to Overseas Sellers 34. If the seller resides outside Ireland the Proceeds of Sale shall be paid to such seller in Euros unless it was agreed with the seller prior to the auction that the Proceeds of Sale would be paid in a currency (other than Euros) specified by the seller in which case the Proceeds of Sale shall be paid by the Auctioneer to the seller in such specified currency (provided that the currency is legally available to the Auctioneer in the amount re- quired) calculated at the rate of exchange quoted to the Auctioneer by its bankers on the date of payment. Charges for Withdrawn Lots 35. Once catalogued, Lots withdrawn from sale before proofing/publica- tion of Catalogue will be subject to commission of 5% of the Auctioneer’s latest estimate of the auction price of the Lot withdrawn together with VAT thereon and any expenses incurred by the Auctioneer in relation to the Lot. If Lots are withdrawn after proofing or publication of Catalogue they will be subject to a commission of 10% of the Auctioneer’s latest